Switch Form 4 / Erin Thomas Morton ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Morton Erin Thomas

(Last)

(First)

(Middle)

C/O SWITCH, INC.

7135 SOUTH DECATUR BOULEVARD

(Street)

LAS VEGAS

89118

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Switch, Inc. [ SWCH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President/Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/06/2022		M⁽¹⁾⁽²⁾		128,279	A	⁽¹⁾⁽²⁾	489,194	D
Class A Common Stock⁽³⁾	12/06/2022		D⁽⁴⁾		489,194⁽³⁾	D	$34.25⁽⁴⁾	0	D
Class B Common Stock	12/06/2022		D⁽⁵⁾		294,354	D	⁽⁵⁾	233,560	D
Class B Common Stock	12/06/2022		D⁽⁶⁾		233,560	D	⁽⁶⁾	0	D
Class B Common Stock	12/06/2022		D⁽⁶⁾		2,686,149	D	⁽⁶⁾	0	I	By LLC⁽⁷⁾
Class A Common Stock	12/06/2022		D⁽⁴⁾		200,000	D	$34.25⁽⁴⁾	0	I	By LLC⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy)	$17	12/06/2022		D⁽⁴⁾			1,447,805	10/05/2017	10/05/2027	Class A Common Stock	1,447,805	$34.25⁽⁴⁾	0	D
Common Units	⁽⁸⁾	12/06/2022		D⁽⁵⁾			294,354	12/06/2022	⁽⁸⁾	Class A Common Stock	294,354	$34.25⁽⁵⁾	233,560	D
Common Units	⁽⁸⁾	12/06/2022		D⁽⁶⁾			233,560	12/06/2022	⁽⁸⁾	Class A Common Stock	233,560	⁽⁶⁾	0	D
Option (Right to Buy)	$6.97	12/06/2022		D⁽⁴⁾			429,276	03/07/2022	12/13/2028	Class A Common Stock	429,276	$34.25⁽⁴⁾	0	D
Option (Right to Buy)	$10.66	12/06/2022		D⁽⁴⁾			250,527	12/06/2022⁽⁹⁾	03/14/2029	Class A Common Stock	250,527	$34.25⁽⁴⁾	0	D
Option (Right to Buy)	$14.95	12/06/2022		D⁽⁴⁾			330,688	12/06/2022⁽¹⁰⁾	03/02/2030	Class A Common Stock	330,688	$34.25⁽⁴⁾	0	D
Performance-Based Restricted Stock Units	⁽¹⁾⁽²⁾	12/06/2022		M⁽¹⁾⁽²⁾			76,800	12/06/2022	⁽¹⁾⁽²⁾	Class A Common Stock	93,337	⁽¹⁾⁽²⁾	0	D
Performance-Based Restricted Stock Units	⁽¹⁾⁽²⁾	12/06/2022		M⁽¹⁾⁽²⁾			62,988	12/06/2022	⁽¹⁾⁽²⁾	Class A Common Stock	34,942	⁽¹⁾⁽²⁾	0	D
Common Units	⁽⁶⁾	12/06/2022		D⁽⁶⁾			2,686,149	12/06/2022	⁽⁶⁾	Class A Common Stock	2,686,149	$0⁽⁶⁾	0	I	By LLC⁽⁷⁾

Explanation of Responses:

1. In connection with the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 11, 2022, by and among Switch, Inc. (the "Company"), Switch, Ltd., a Nevada limited liability company, Sunshine Merger Sub, Ltd., a Nevada limited liability company and a direct and wholly owned subsidiary of the Company, Sunshine Bidco Inc., a Delaware corporation ("Parent"), and Sunshine Parent Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent, the performance period for the performance-based restricted stock units ("PSUs") ended on the closing date of the Merger.

2. The Company achieved maximum performance under the total shareholder return ("TSR") performance goals of the PSUs through the Merger closing date, with an aggregate 128,279 of the resulting earned PSUs converting to an equal number of shares of Class A Common Stock, and an aggregate 151,297 of the resulting earned PSUs converting to contingent cash awards valued at an amount equal to such number of earned PSUs multiplied by the cash Merger consideration of $34.25 per PSU. The contingent cash awards vest generally in six-month increments, tied to the original grant date of the applicable PSUs, commencing February 28, 2023 and continuing through February 28, 2025, subject to continued service through such vesting dates.

3. Includes the full vesting and cancellation of 228,682 restricted stock units ("RSUs") in exchange for the per share cash Merger consideration of $34.25 on the Merger closing date in accordance with the terms of the Merger Agreement.

4. Represents the cancellation of securities, including equity awards, in exchange for the per share cash Merger consideration of $34.25, on the Merger closing date, in accordance with the terms of the Merger Agreement.

5. Represents the cancellation of the Common Units in exchange for the per share cash Merger consideration of $34.25, and the associated cancellation for no consideration of the shares of Class B Common Stock, on the Merger closing date in accordance with the terms of the Merger Agreement. The Common Units have no expiration date.

6. Represents the cancellation of the Common Units in exchange for equity interests in an affiliate of DigitalBridge Group, Inc. with an aggregate value equal to the aggregate value of the cancelled Common Units based on the per share cash Merger consideration of $34.25, and the associated cancellation for no consideration of the shares of Class B Common Stock, on the Merger closing date. The Common Units have no expiration date.

7. Held by an affiliated company of Mr. Morton; Mr. Morton has voting and dispositive control over, and full pecuniary interests in, these shares.

8. The Common Units are redeemable for an equal number of shares of the Company's Class A Common Stock. The Common Units have no expiration date.

9. Includes 62,632 options that were scheduled to vest on March 14, 2023 that became fully vested on the closing date of the Merger in accordance with the terms of the Merger Agreement.

10. Includes 165,344 options that were scheduled to vest in equal installments on March 2, 2023 and March 2, 2024 that became fully vested on the closing date of the Merger in accordance with the terms of the Merger Agreement.

Remarks:

	/s/ Gabriel Nacht, as Attorney-in-Fact for Erin Thomas Morton	12/08/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Switch (SWCH) Form 4Switch / Erin Thomas Morton ownership change